Cambridge Bancorp and Optima Bank & Trust Company to Merge

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Published: Dec 5, 2018 6:10 p.m. ET

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Cambridge Bancorp
CATC, +1.29%
(the “Company” or “Cambridge”), the
holding company for Cambridge Trust Company (“Cambridge Trust”), and
Portsmouth New Hampshire-based Optima Bank & Trust Company (“Optima”),
are pleased to jointly announce that Cambridge, Cambridge Trust and
Optima have entered into a definitive agreement pursuant to which Optima
will merge with and into Cambridge Trust in a stock and cash
transaction. Under the terms of the agreement, each share of Optima
common stock will be exchanged for either 0.3468 shares of Cambridge
common stock, or $32.00 in cash, subject to customary pro-ration
procedures which will result in an aggregate stock / cash consideration
mix of 95% / 5%. The transaction is presently valued at approximately
$67 million in the aggregate, based upon Cambridge Bancorp’s closing
price of $85.61 as of December 4, 2018. On a pro forma basis, the
transaction is expected to be approximately 3.6% accretive to
Cambridge’s 2020 earnings per share and approximately 3.8% dilutive to
tangible book value per share with an earnback period of approximately
3.4 years.

While Cambridge Trust has provided wealth management services in the New
Hampshire community since the 1990’s, it has lacked comprehensive
banking services. This combination will enhance and expand Cambridge’s
southern New Hampshire presence with the addition of six full service
branch locations to complement Cambridge’s three existing wealth
management offices in the state. Cambridge currently manages $1.1
billion of wealth assets for New Hampshire-based clients, and this
merger will enable the combined company to provide both locally-based
banking and wealth solutions in southern New Hampshire.

As of September 30, 2018 Optima had approximately $524 million of total
assets, $466 million of loans and $489 million of deposits. Based on
financials as of September 30, 2018, the combined company will have over
$2.5 billion in assets, $1.9 billion in gross loans, $2.2 billion in
deposits, and $3.2 billion of wealth management assets upon completion
of the transaction.

“Our merger with Optima Bank is a natural fit and consistent with our
growth strategy to become the premier private bank and wealth management
company throughout Greater Boston and Southern New Hampshire,” said
Denis Sheahan CEO of Cambridge Trust. “By joining forces, we’ll be able
to provide our wealth management clients in New Hampshire with access to
a full suite of private banking services and convenient office
locations, while clients of Optima Bank will benefit from Cambridge
Trust’s comprehensive investment management, wealth planning, and trust
services.”

Daniel Morrison, Chairman, President and CEO of Optima, and other key
members of the Optima team will remain with Cambridge to help drive the
combined company’s future growth in southern New Hampshire.

“Through the combined organization, we will be well-positioned to offer
differentiated, high-touch private banking and wealth management
services to clients and prospects in Southern New Hampshire,” said Mr.
Morrison. “Cambridge Trust has been in our market since 1996 and has
amassed over $1 billion in New Hampshire-based wealth management assets.
I look forward to working with the Cambridge Trust team to accelerate
our combined growth in New Hampshire."

The transaction has been approved by the Boards of Directors of both
companies and is expected to be completed during the second quarter of
2019, subject to regulatory approval, approval by Optima’s shareholders,
and other customary closing conditions. Effective at the closing of the
transaction, Mr. Morrison will join the Board of Directors of both
Cambridge Bancorp and Cambridge Trust Company.

A presentation with additional information regarding the merger can be
accessed by visiting the Cambridge Bancorp investor relations site at
“ir.cambridgetrust.com”. Keefe, Bruyette & Woods, Inc. served as
financial advisor and provided a fairness opinion to Cambridge Bancorp
and Hogan Lovells US LLP served as its legal counsel. Sandler O'Neill &
Partners, L.P. served as financial advisor and provided a fairness
opinion to Optima and Goodwin Procter, LLP served as its legal counsel.

About Cambridge Bancorp
Cambridge
Bancorp, the parent company of Cambridge Trust Company, is based in
Cambridge, Massachusetts. Cambridge Trust Company is a 128-year-old
Massachusetts chartered commercial bank with approximately $2.0 billion
in assets and 10 Massachusetts locations in Cambridge, Boston, Belmont,
Concord, Lexington, and Weston. Cambridge Trust Company is one of New
England's leaders in private banking and wealth management with $3.2
billion in client assets under management and administration. The Wealth
Management group maintains offices in Boston and Concord, Manchester and
Portsmouth, New Hampshire.
For more details on Cambridge Bancorp
visit: www.cambridgetrust.com

About Optima Bank & Trust Company
Optima
Bank & Trust Company is headquartered in Portsmouth, New Hampshire, and
was founded in 2008 by local bankers and business leaders. Optima has
approximately $524 million in total assets, and operates six New
Hampshire locations in Portsmouth, Dover, Stratham, North Hampton, and
Bedford.
For more details on Optima Bank & Trust Company, please
visit: www.optimabank.com

Forward-Looking Statements Certain
statements herein may constitute “forward-looking statements” as defined
in the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements about the Company and its industry involve
substantial risks and uncertainties. Statements other than statements of
current or historical fact, including (i) statements about the benefits
of the merger between Cambridge and Optima, including future financial
and operating results, cost savings and accretion to reported earnings
that may be realized from the merger; (ii) Cambridge’s and Optima’s
plans, objectives, expectations and intentions and other statements
contained in this release that are not historical facts; statements
regarding the Company’s future financial condition, results of
operations, business plans, liquidity, cash flows, projected costs, and
the impact of any laws or regulations applicable to the Company, are
forward-looking statements. Words such as “anticipates,” “believes,”
“estimates,” “expects,” “forecasts,” “intends,” “plans,” “projects,”
“may,” “will,” “should,” and other similar expressions are intended to
identify these forward-looking statements. Such statements are subject
to factors that could cause actual results to differ materially from
anticipated results. Such factors include, but are not limited to, the
following: (1) the businesses of Cambridge and Optima may not be
combined successfully, or such combination may take longer to accomplish
than expected; (2) the cost savings from the merger may not be fully
realized or may take longer to realize than expected; (3) operating
costs, customer loss and business disruption following the merger,
including adverse effects on relationships with employees, may be
greater than expected; (4) governmental approvals of the merger may not
be obtained, or adverse regulatory conditions may be imposed in
connection with governmental approvals of the merger; (5) the
stockholders of Optima may fail to approve the merger; (6) changes to
interest rates, (7) the ability to control costs and expenses, (8)
general economic conditions, (9) the success of the Company’s efforts to
diversify its revenue base by developing additional sources of
non-interest income while continuing to manage its existing fee-based
business, (10) risks associated with the quality of the Company’s assets
and the ability of its borrowers to comply with repayment terms, and
(11) disruptions in the Company’s ability to access the capital markets
and other factors that are described in the Company’s filings with the
Securities and Exchange Commission, including our Annual Report on Form
10-K for the year end December 31, 2017, which the Company filed on
March 21, 2018. The Company does not undertake, and specifically
disclaims any obligation, to publicly release the result of any
revisions which may be made to any forward-looking statements to reflect
the occurrence of anticipated or unanticipated events or circumstances
after the date of such statements. You are cautioned not to place undue
reliance on these forward-looking statements.

Additional Information and Where to Find it
In
connection with the proposed merger, Cambridge Bancorp will file with
the Securities and Exchange Commission (“SEC”) a Registration Statement
on Form S-4 that will include a Proxy Statement of Optima Bank & Trust
Company and a Prospectus of Cambridge Bancorp, as well as other relevant
documents concerning the proposed merger. Investors and shareholders are
urged to read the Registration Statement and the Proxy
Statement/Prospectus regarding the proposed merger when it becomes
available and any other relevant documents filed with the SEC, as well
as any amendments or supplements to those documents, because they will
contain important information. A free copy of the Registration Statement
and Proxy Statement/Prospectus, as well as other filings with the SEC
containing information about Cambridge and Optima, when they become
available, may be obtained free of charge at the SEC’s Internet site (www.sec.gov).
Copies of the Registration Statement and Proxy Statement/Prospectus
(when they become available) and the filings that will be incorporated
by reference therein may also be obtained, free of charge, from
Cambridge Bancorp’s website athttp://ir.cambridgetrust.com/or
by contacting Cambridge Bancorp’s Investor Relations at (617) 520-5520.

Participants in Solicitation
Optima
Bank & Trust Company and its respective directors, executive officers
and certain other members of management and employees may be deemed to
be “participants” in the solicitation of proxies from the shareholders
of Optima Bank & Trust Company in connection with the merger.
Information about the directors and executive officers of Optima Bank &
Trust Company and their ownership of Optima Bank & Trust Company common
stock, and the interests of such participants, may be obtained by
reading Optima Bank & Trust Company’s proxy statement/prospectus when it
becomes available.

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